DIRECTORS' REPORT TO THE MEMBERS, SHYAMAL HOLDINGS & TRADING LIMITED Your Directors have pleasure in presenting the 33rd Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2015. DIVIDEND In view of current financial position, the director do not recommend any Dividend. DIRECTORS In accordance with the provisions of the Companies Act, 2013, and Articles of Association of the Company, Mr. Ashok Kumar Pandey and Mrs. Pratibha Sharma, Directors of the Company retire by rotation, at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends their re-appointment. Independent Directors have given declarations that they meet the criteria of independence as laid down under Section149 of the Companies Act, 2013 which has been relied on by the Company and placed at the Board Meeting of the Company. BOARD MEETINGS The Board met on four times during the year on 30th May 2014, 14th August 2015, 14th November, 2014 and 14th February, 2015. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The Company does not have any loan, guarantee or investments as prescribed u/s 186 of the Companies Act, 2013. REMUNERATION AND NOMINATION COMMITTEE The functions of the Committee include recommending appointments of Directors to the Board, identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment and removal, framing an evaluation framework for the evaluation of the performance of the Directors and the Board, evaluation of performance of every Director, recommending to the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees, recommending to the Board the remuneration to Directors, including senior management and key managerial personnel, formulating the criteria for determining qualifications, positive attributes and independence of a Director, framing policy on Board diversity and other functions assigned by the Board. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS The Company with the approval of remuneration and Nomination Committee has put in place an evaluation framework for evaluation of the Board of Directors. The Board also carries out an evaluation of the working of its Audit Committee, Remuneration & Nomination Committee, Risk Management Committee etc. The evaluation of the Committees is based on the assessment of the compliance with the terms of reference of the Committees.The evaluations for the Directors and the Board were done through circulation of two questionnaires, one for the Directors and the other for the Board which assessed the performance of the Board on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality,quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board. RISK MANAGEMENT COMMITTEE The Bank has also constituted Risk Management Committee to oversee the operational risk management in the Company. The Risk Management Committee of the Board (RCB) reviews the Company's risk management policy in relation to various risks including credit and recovery policy and operational risk management policy. RELATED PARTY TRANSACTIONS The Company has no transactions with its related parties, key management personnel and relatives of key management personnel. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES The Company had no subsidiary, associate and joint venture Companies. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company. DIRECTORS' RESPONSIBILITY STATEMENT Pursuance to Section 134 of the Companies Act, 2013, the directors hereby states that : i)in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures. ii)the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the company for that period. iii)the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv)the Directors had prepared the Annual Accounts for the year ended 31st March, 2015 on a going concern basis. v)the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. vi)the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CORPORATE GOVERNANCE The Capital of the Company being Rs. 24.00 Lacs, Report on Corporate Governance in terms of Clause 49 is not applicable to the Company. FIXED DEPOSITS The company has not accepted any deposits from the Public during the year under review. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure A. AUDITORS M/s. H. S. Hathi & Co., Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible have given their consent for reappointment. The Board recommends their re-appointment. The observations made by the Auditors are self-explanatory and have been dealt with in the notes forming part of the Accounts and hence need no further clarification. SECRETARIAL AUDITOR Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed M/s. Ramesh Kheradia a Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report is annexed herewith as Annexure B. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation. PERSONNEL The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure may write to the Compliance Officer at the Registered Office of the Company. INTERNAL CONTROL AND ITS ADEQUACY The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Company has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO In accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 the required information relating to conservation of energy, technology absorption is not required to be given as Company do not have any manufacturing activities. There is no foreign exchange earnings or outgo during the year. ACKNOWLEDGEMENT Your Directors take this opportunity to express their appreciation for the assistance and continued cooperation extended by all concerned. For and on behalf of the Board of Directors Neeraj Sharma Director DIN : 02941107 Pratibha Sharma Director DIN : 03019517 Place : Mumbai Date : 30th May, 2015 |